Mother and Son
by Jenn11
Summary: Post 3-16. Elisabeth's betrayal makes Chuck realize who his real mother is - Lily. But she's dying. She and Chuck bond in her final months. Chair and Serenate, but not the main focus.
1. Chapter 1

Title: Mother and Son

Author: Jenn

Rating: T

Spoilers: Through 3-16 and maybe later eps in later chapters.

A/N: Based on the information in 3-15 that Lily saw Dr. Van der Woodsen for medical reasons – and therefore might be sick. This will focus on Lily and Chuck's relationship. My reaction to the whole 'Evelyn/Elizabeth storyline' – saying it made Chuck see that Lily is his 'real' mother, not Elisabeth. Romances are Chuck/Blair and Nate/Serena. The revelation that Lily is sick keeps Jenny from going after Nate like spoilers say she will. Jenny realizes can't do that to S, with S going though losing her mother.

October 29, 2010

Chuck was on the cathedral steps, about to go in for Lily's funeral. Blair was beside him. On her other side was Nate, who had his arms around Serena as she rested back against his chest. Jenny had an arm around Eric's shoulders. Dan and Vanessa had already gone inside with Rufus.

"Chuck…" Elizabeth said as she walked up to him. "I'm so sorry…"

"How dare you show up here!" Blair said in a low voice no one beyond the group could hear. She knew Lily was enough the Upper East Side Queen to not want a scene at her funeral.

"Charles…"

Chuck also kept his voice low ,but that did nothing to lessen the emotion in it. "Don't call me that! Don't you dare call me that! My _mother_ called me that. And in case you haven't heard, my mother is dead! And I do mean Lily, not you. Despite our shared DNA, Evelyn."

Her eyes widened. Despite her lie, Chuck had somehow found out she was his mother. 'Jack. Jack would have told him just to make him endure the pain of me leaving him not once but twice.'

"Leave," Serena ordered in a cold Ice Queen tone that would have done Lily proud. "You've hurt my brother enough already."

Nate motioned his driver over and indicated Elizabeth. "She was just leaving. Make sure she get to her car okay."

The driver took Elisabeth's elbow in a firm grip and led her away. She threw a last backward look at Chuck, but he wasn't looking at her and didn't see it.

A short time later Chuck was standing in front of the cathedral to speak. "Lillian… was not perfect. She didn't always know how to show that she cared, but she _did_ care. And a lot of the mistakes she made, she made because she cared. She helped show me that love wasn't a weakness. She didn't have to adopt me, but she did. Because she'd cared about my father, and because she cared about me. My father was a better man for knowing her. I'm a better man for knowing her. She was the only real mother I ever had. I was raised thinking my mother had died when I was born. That wasn't true. My mother died a few days ago. I love her, and I'll miss her. Good-bye… Mom."

SEVEN MONTHS EARLIER (a couple days after 3-16, The Empire Strikes Jack)

Even though Lily'd slept for most of the long flight, she was still tired as she stepped off the plane. Her former husband had given her the news she'd dreaded. She was dying. And faster than even he had feared. A year at most – if she was lucky. She wasn't feeling lucky.

"Lily," called a familiar voice.

She looked around. "Charles! This is a surprise."

He came close, and gave her a kiss on the cheek. "A good one I hope," he said with a smirk.

"Of course," she replied, smiling. Her first smile in days.

They exchanged general small talk until they were in the limo. Chuck closed the divider so the driver couldn't hear them.

"We need to talk," Chuck said, his voice soft but serious. "I'm not Rufus. I know what's been going on. Why you went to see _**Dr.**_ Van der Woodson. How are you?"

Lily sighed, and let the façade slip. "Not well. I don't know how I'm going to tell Serena and Eric… or Rufus."

"Blair will help Serena, and I'll help Eric. Rufus has Dan and Jenny. I've already begun amking arrangements for the best doctors, some US and some from overseas, to come consult on your case." He'd wanted to be prepared in case it wasn't good news.

"Thank you, Charles," Lily said, giving him a small grateful smile. 'So much like Bart. Thinking his money will buy anything – even a miracle. But so much more – caring for his family. Bart would have been keeping track of me to see if I was betraying him. Chuck did it to make sure nothing happened to me while I was overseas.' She couldn't have said why she was so sure of Chuck's motives, she simply was. "So how are you? How are things with your mother?"

"_**She**_isn't my mother. She told me so herself… But I should have known it much sooner. My mother would never do to me what she did. You've been more of a mother to me than she ever has been – or could be. Thank you for that, Lily. Especially after some of the things I said after Bart…"

"Charles, hush. You were grieving, and I don't hold any of that against you. And I'm hardly the example of the perfect mother; just ask Serena or Eric. But I do care about you, Charles. Very much. Our relationship is very important to me."

"And to me," he assured her. "The second she told me she was my mother I should have told her I already had a mother and didn't need her."

Lily reached out and took his hand. She noticed Charles was avoiding saying Elisabeth's name. "No, Charles. Having been deprived of a mother all your life, wanting to know her was only natural. I'm very proud of you for risking your heart and giving her a chance."

"Not all my life, Lily. I had you, these last couple years… I'm sorry it took her betrayal to make me see that."

She leaned over and kissed his cheek. "Thank you, Charles. Tell me what's happened while I was gone…"

Chuck quickly filled Lily in on the events she'd missed.

By the time he was done, they were at the Van der Humphrey home. "Charles…"

"I won't say anything until you're ready," he promised before getting out and offering her his hand to assist her out.

"Why don't you and Blair join us for a family dinner tomorrow?" Lily invited as they rode up the elevator. "If you don't already have plans…"

"We'd love to," he assured her.

"Will you tell her, so that she won't be shocked tomorrow and can help Serena?"

"Of course, Lily."

The next evening Lily carefully arranged the seating. Serena and Eric were on either side of Lily. Blair was seated on Serena's other side and across from Chuck who was sitting beside Eric. Dan and Jenny were next, seated on either side of Rufus.

Once the dinner was done, Lily spoke up. "I need to tell you all something…"

Blair took Serena's hand in hers as Chuck rested his hand on Eric's shoulder. "I'm… very sick. That's why I was gone so long last summer, and this week. I was seeing a doctor."

"Dad? That's why you were seeing Dad?" Serena asked.

Lily nodded. She looked at Rufus and found love and understanding in his eyes.

"How… How bad is it?"

"Less than a year. Chuck's…" She fell silent, swallowing back the tears.

"I've got the best doctors coming in. If there's anything that can be done, it will be," Chuck said.

Eric turned and looked at Chuck, the motion knocking Chuck's hand from his shoulder. "You knew?!"

"I wasn't sure until this last week. Eric, it wasn't my secret to tell."

Eric took a deep breath and remembered Chuck keeping his secret until he was ready to come out. "Okay."

Serena was gripping Blair's hand tightly.

Dessert was forgotten as they moved into the living room. Dan and Jenny sat with Rufus on the couch. Serena sat beside Blair. Lily sat with Eric beside her, and Chuck on her other side. They talked long into the night, about Lily's condition, and anything and everything else that came to mind. One of the first subject's was Blair's planned transfer to Columbia, which led to Serena's college future. "Serena, I want you to go to Brown," Lily said.

"You can't be serious, Mom! I'm not going anywhere!"

"After I'm gone…"

"I'll go to Brown. I promise," Serena replied. She felt sure that when he mother died she'd need to get away from the Upper East Side, and all the memories it would hold. And the peace in her mother's eyes was more than worth the promise.

Serena moved to give her mother a hug, and she and Chuck traded places. She curled up against her mother, and Blair rested her head on Chuck's shoulder.


	2. You don't know Jack

A/N: This chapter (of course) has some Lily and Chuck bonding, but is mostly to tie up the Jack storyline and get him out of the way so he isn't hanging over Chuck, Lily, and the others for the rest of this story… Also to set up a couple things for future chapters.

Thanks for the kind reviews. VanillaCokeQueen, I'm so sorry for your loss. You have my sympathy.

Chapter 2 – You don't know Jack

The next day Lily was sorting the mail when a large envelope caught her attention. It was addressed to Lillian Bass in beautiful handwriting, but had no return address. Curious, she opened it.

_**Mrs. Bass – Humphrey,**_

_**I would have written to Chuck, but was afraid he'd throw the envelope away without opening it if he realized I sent it. And I wouldn't blame him. I can't get the Empire back for Chuck, no matter how much I want to. But I can perhaps help you keep Jack from getting Bass Industries, so it can go to Chuck, as it should. Jack told me about the morality clause Bart put in his will. That was part of the reason Jack caused the scandal and law suit. These will prove Chuck's innocence.**_

_**Thank you for being a better Mother to Chuck than I was. Watch over your boy. I call him yours because I have no right to claim him after what I've done to him. I abandoned him – you adopted him. I betrayed him - you loved him.**_

_**EB**_

Lily looked at the other papers. A legal statement from Elisabeth that Jack and the lawyer were behind the law suit and scandal, and that Chuck had never harassed any employee of the Empire Hotel. Then there were legal statements from most of the employees whose names were on the law suit, saying that they'd never been harassed, and that Jack and the lawyer had bribed and threatened them into making statements.

Lily quickly picked up her phone.

"Lily?" Chuck greeted, having checked his phone's Caller ID.

"Yes, Charles. Can you come over? It's important."

"Of course. I'll be right there. Are you okay?" Chuck asked, worry in his voice.

"Yes, I'm fine," she reassured him. "It's good news."

A short time later Chuck walked into the Van der Humphrey home. Lily had refused to let him give back his key when he moved out. He'd made the offer to return the key in front of Jenny. Given the incident at the Kiss on the Lips Party, and their conversation the year before, he'd thought she would be more comfortable knowing he didn't have a key to her home.

They exchanged quick greetings and then sat down.

"What's this?" he asked, motioning to the papers.

"Something that came at the right time. We need to discuss the future of Bass Industries, Charles. With my illness, and the treatments I'll need, I'm not going to be able to keep acting as CEO for more than a few more months. And I want to spend the time I have left with my family, and enjoying life, not in the office or board room. I think it's time for you to start taking over." She was proud of how calmly she managed to speak of how little time she had left.

Pain at the reminder of how soon he could lose his mother flared in Chuck's eyes. "Lily, I understand. I want you to enjoy the time you have left as well… But with the scandal, and losing the Empire, the Board isn't going to let me take over as CEO."

Lily smiled. "Look at these," she said, pushing the papers towards him. He frowned when he saw Elizabeth's letter – he didn't even really read it, just scanned it quickly. Then his trademark smirk appeared as he read the statements.

"These will clear me with the Board, so no worries about that stupid morality clause my father stuck me with. And I need to talk with the Bass Industries lawyers about a slander and defamation suit against Jack. Not to mention extortion, corruption, and bribery changes. Should be enough to get me the Empire back."

"And you have Elisabeth to thank for this," Lily reminded him.

"I'll send her flowers and a fruit basket," Chuck said, his tone making it clear this wasn't enough to buy his forgiveness. 'Well, of all the things Charles has been accused of, being cheap was never one of them,' Lily thought.

"Besides, I'd imagine this is as much to get back at Jack as to help me," Chuck finished.

Lily suspected he might be right and decided not to push the issue.

Chuck decided it was time to change the subject. "I was going to talk to you today anyway. I've spent the morning finishing up the arrangements with the doctors. They'll be here and ready to meet you Monday."

"Four days? That was fast."

"I'm Chuck Bass," he said, the smirk reappearing. Not that he'd tell Lily, but that fact that the patient was Lillian Bass, CEO of Bass Industries, had counted for even at least as much as his own name – if he'd been asking on behalf of someone less influencial.

Lily rolled her eyes. "Let's go have a late lunch. Or have you already eaten?"

"No. Lunch sounds good," he replied. "But first there's something I've been meaning to tell you. I want you to understand why I signed the Empire over to her, not you. It wasn't about you. I'd just hurt her, and wanted to… make it up to her." He gave a bitter smile. "Show I trusted her…" He paused for a beat, and the bitterness disappeared. "I trusted you, but you're CEO of Bass Industries. Letting Bass Industries – my father's company – save me…"

"It's okay, Charles. I understand. I understood then," she reassured him, with a warm smile.

"I let my pride get in the way, and that was stupid. I'm not going to let that happen again. Bass Industries is no longer my father's company. It's yours and mine. My father's dead and I have to let him go. I can't keep letting him control my life. I should have seen that sooner."

"It takes time to let go of someone who was such a controlling force in your life. Don't be so hard on yourself," Lily advised. "Now, let's go eat. I'm starving."

That evening as they got ready to go out for the dinner he'd planned Chuck noticed Blair seemed tense and ill at ease. "What's wrong, Blair?"

"Nothing…" Blair responded, giving him her best wide-eyes-innocent look.

"I don't think I could stand any more secrets in my life right now, after Elizabeth. What's going on?"

Blair looked down. "I have a way to get the Empire back for you. Jack called me this afternoon and said he'd give you the Empire back if I… I slept with him. I know you don't want me to, and God knows I don't want to, but if it gets you the Empire back…"

He gently pulled her close and held her. "I have another way to get the Empire back. That's what I was going to tell you at dinner tonight. It's a celebration dinner for me getting the Empire back, and before long Bass Industries as well." The last left a bitter taste in his mouth and churned his stomach, since he was getting Bass Industries back because Lily was dying.

He quickly explained about the statements Elisabeth had sent him.

At the end of the story, Blair's lips curved in her Queen B smile. "I'm going to call Jack and say I'm taking him up on his offer. Let him think he's won. Then you show up and we show him the papers. He signs over the Empire, or you sue him for everything he's worth and throw him in jail. Instead of him screwing me, we get to screw him – in the non-physical way of course."

Chuck smirked. "Brilliant, as usual," he complimented. "A legal battle could take months, or even years – and cause a scandal. This will be fast and quiet. He'll no doubt want you to meet him at the Empire. A few of them are still loyal to me, and I still have a key to that suite."

The next evening as Blair was about to get out of Chuck's limo his phone rang. "It's Jack," he told her, before answering with the phone on speaker phone so she could hear.

"Chuck. I want to discuss my price for returning the Empire to you. Why don't you stop by my suite in say, half an hour."

"Why don't we just meet in the bar?"

"No, this needs to be a private discussion. I'm sure you still have a key. Just let yourself in," Jack said.

"See you soon," Chuck said before ending the call.

"That Basstard! He's set me up for you to walk in on us!" Blair fumed.

"And I doubt he has any intention of giving the Empire back to me, no matter what you do or how much I pay him," Chuck said.

"I'll see you in five minutes," Blair said. "No more than five, Chuck…"

"I'll be there in a few minutes. I promise. I don't want him to have a chance to get his hands on you any more than you do."

She gave him a tender kiss then got out of the car.

Blair was still stalling Jack, telling him she wanted the Empire signed back over to Chuck in writing before she went through with her half of the bargain, when the door opened.

"Sorry I'm a bit early, Jack, but I did promise Blair," he smirked.

Blair hurried to Chuck's side.

Jack was in shock. He'd never imagined Blair would confide in Chuck. "You'll never get the Empire back now," he taunted.

"You never intended to give it back to me anyway," Chuck said. "But I think I'm going to have it back in the next few minutes. These are copies. Lily has the originals safely stored away," Chuck said and handed Jack copies of the statements against him.

Jack quickly looked though them.

Chuck held out the papers that would make the Empire his again. "Sign the Empire back over to me and you can leave New York quietly. Who knows, Elisabeth might even take you back. If you don't sign these over to me the Bass Industries lawyers will file a slander and defamation suit against you; as well as filing extortion, corruption, and bribery changes."

"Damn you," Jack swore, but he took the papers and signed them.

"Now get out of my Hotel," Chuck ordered. "I'm sure you can find somewhere else to spend the night. I'll have the staff pack and send your things."

As soon as Jack was out of the room Blair was in Chuck's arms.

(Images of Chuck, then Elisabeth then Jack fade in and out of each other while Gossip Girl speaks)

_**Gossip Girl here,**_

_**We all know the old saying: Heaven hath no rage like love to hatred turned, nor Hell fury like that of a woman scorned. Looks like both Elizabeth and Jack learned it the hard way. **_

_**xoxo, **_

_**Gossip Girl**_


	3. Chapter 3

A/N: did last night's episode make anyone but me sick??? I'll try to have the next chapter up by Friday. It'll be the Dorota/Vanya wedding the way it should be. Lily there, and Chuck and Blair really being the happy couple for the wedding. Also, NO Carter and no Jenny trying to steal Nate.

Chapter 3:

As the family ate breakfast Monday morning Rufus looked at his wife. "Do you want me to come with you to the appointment?"

"No. I think for this first appointment it's best if it's just Charles and myself. After all, he's the one who hired the doctors and has been in contact with them."

Rufus wasn't happy, but nodded, unwilling to upset her.

Eric and Serena shared a look, unsurprised their mom wanted Chuck with her, and sure it was just more than him being the one who'd arranged the doctors. He was close enough to her to offer moral support, and strong enough to lend strength. Also, he (when sober) had the best emotional control of all of them - with the possible exception of Blair. If Serena, Eric, or Rufus was with her and got emotional it would be harder for Lily to keep her cool façade. Chuck wouldn't get emotional (at least not that anyone would see), which would help Lily keep her own emotional control. Understanding this, they didn't resent Chuck, or their mother's choice.

The seven doctors Chuck had brought in to consult on Lily's case waited in the room. Chuck wasn't really planning to keep all of them on. He and Lily would choose the best few and send the others back to their usual patients.

The introductions were quickly made.

One doctor cleared his throat. "If you'd just wait outside Mr. Bass… Doctor patient confidentiality… You understand…"

Before Chuck could respond, Lily did. "Whatever you tell me, Charles is going to know anyway. He might as well hear it first hand," she said in a cool, regal voice – a voice that said sick or not she was still an Upper East Side Queen.

They'd all looked over her test results, but wanted to redo the test, and run a few additional tests before deciding on a specific course of treatment. But they went over what some of her treatment options were likely to be.

"I hate needles," Lily admitted to Chuck as he walked down to the lab with her for the blood tests. The other tests were scheduled for the next day.

"I'm afraid you're going to have to get used to them," Chuck said, genuine sympathy in his voice.

"I'm not sure I like Dr. James," she said.

"Me neither," Chuck agreed. "He's first on the list to go. Dr. Kazata I do like."

"Yes. And Dr. McKennen – from London."

"You just like his accent," Chuck noted, smirking.

Lily smiled. "Hush, Charles," she mock scolded. They walked in comfortable silence for a moment. "I also want to keep Dr. Anderson."

"Agreed," Chuck said, once again serious. "Her references were the best of the entire group."

"What do you think of this new boy, Elliott, who Eric is talking about?" Lily asked an hour later as they were in the limo on the way home.

"I've had him checked out and there was nothing to worry me," Chuck replied. "I'll be trying to spend more time with them to form my own opinion. The information seems to indicate he's bi-sexual. He's dated both guys and girls."

"Have you told Eric that?"

"No," Chuck answered. "I think I'll let Eric figure it out for himself. But if he actually asks me I'll tell him."

"Let me know. I'll invite him for a dinner soon. A large dinner party, so it won't be too obvious."

Chuck nodded in agreement. "I trust you'll let Serena and Blair help with the arrangements?"

"Charles… I want to do these things on my own while I still can." Chuck met her gaze and held it. "Fine… they can help. I don't suppose they'd let me do it without their help anyway…"

"Not likely," Chuck said.

"I've scheduled a Board Meeting for Wednesday morning. I'll officially announce my illness and that I'm beginning the process of turning Bass Industries over to you. Over the weekend I made some phone calls and had a lunch with some of the more sympathetic Board members. We'll have at least some people on our side in the meeting."

Chuck smiled – a genuine smile, rather than his usual smirk. It felt good to have her say 'our side'. Something a mother would say. He'd never really felt that Bart was on his side, but knew Lily was.

That evening at dinner (Lily now wanted family dinners most nights, and no one in the family was inclined to argue) Chuck noticed Lily seemed preoccupied.

"What's wrong? Worried about the other tests tomorrow?" he asked in a quiet voice as they all moved into the family room.

Instead of answering him directly Lily spoke to the others. "I need to talk business with Charles for a bit."

He followed her to her office and they sat down. "I had an idea, but I'm not sure you'll like it…"

Chuck just raised an eye brow.

"It could still be a legal issue for you to become CEO after… I mean, Bart's will is still there until you turn 25. At least… as long as _**he's**_ the one who left you the controlling shares…"

Chuck's eyes widened as he understood her implication. His mind and emotions raced. It was the perfect solution, but the risk… He pushed the thought away. Lily wasn't Elizabeth. She wouldn't betray him. "But if _**you**_ left them to me, with no morality clause…"

"Yes. Exactly. But it means you'd have to sign your shares over to me. We could do two documents. My new will leaving you all my shares of Bass Industries, and one with you signing your Bass Industries shares over to me. I'll sign my will before you sign Bass Industries over to me," she offered. That way there was no way she could betray him by not signing the new will. But there was always the chance she could later write a new will not leaving the shares to Charles. She'd never do that, but would Charles trust her that much?

Chuck's heart swelled at Lily's offer. "We sign them together. Same time. Neither of us has to go first… But, Lily, I'd… I'd sign first. If you want me to, I will…"

She stood up and hugged him, fighting back tears. "No, Charles. It means so much that you'd make that offer… after what's happened… but I'd never ask that of you. Like you say, we sign together."

The next morning, before going in for the tests Lily needed, Charles called his lawyer, and Lily called hers, to have the papers they'd discussed drawn up.

As he entered the Bass Industries board room he could tell who Lily had talked to by the smiles they gave him. He smiled in return as he took a seat on Lily's right side.

Lily gave a cool smile and began the meeting. "Good morning. As you may have noticed, there is more to this meeting than the usual business. Charles has joined us." Her smile warmed as she looked at him, then she became serious.

"I've recently been diagnosed with a very serious illness. Due to the illness and needed treatments I will begin turning some of my responsibilities as CEO over to Charles. Before there is any mention of the morality clause or recent events with The Empire, I'd like you to read something."

An assistant handed out packets that were copies of the legal statements against Jack, proving Chuck's innocence. Even those Lily had talked to, who'd believed her without seeing the evidence, were happy to see the evidence.

Once she saw they were done reading she spoke again. "His title will be Assistant CEO. Once I'm… gone he will become CEO."

"But… Bart's will…"

Chuck spoke this time. The serious look on his face matched his tone. "No longer applies. As of this morning I signed all my shares of Bass Industries, left to me by my father, over to Lily. This means any residual control Bart had over those shares, and me, ended. Bass Industries now belongs not to my father, but to my mother, to do with as she chooses."

"And I choose to trust Charles," Lily informed them. "Just as this scandal was caused by Jack, so was the previous scene that caused Charles to lose this company. We can discuss this further at a later time. Right now we have the usual matters to discuss."

Charles only spoke a few times during the meeting, but his comments impressed the Board members.


	4. Wedding Belles

A/N: Thanks for the reviews. This is my version of the Vanya/Dorota wedding ep. I didn't write in stuff like Jenny showing up to help with the Dress, Chuck knowing the perfect place for the wedding (when the wedding planner didn't - I LOVED that:-) or Eleanor and Cyrus giving Dorota and Vanya an apartment but I'm saying those things happened.

Chapter 4 Wedding Belles

The next evening as he walked into the Waldorf Penthouse he heard Eleanor, Cyrus, and Blair talking with Dorota.

"So City Hall is out. We just have to arrange you a traditional wedding," Blair said. She was fully in support of that. She loved weddings, and a few minutes at City Hall didn't count as a real wedding in her book. Legal, yes; real no. Certainly not something she'd want for someone she cared for as much as Dorota.

"But in two days?" Dorota said, doubt in her voice. "It can't be done."

"I think you'll find that with Blair Waldorf and enough money anything is possible," Chuck said, smirking as he walked up and kissed Blair's cheek. "If you'll let us, Blair and I would love to host your wedding on Saturday."

"We would," Blair agreed smiling widely, happy for Chuck's support.

Dorota agreed and everyone began making arrangements.

"The couple getting married must be escorted into the church by a happy couple. It's good luck," Dorota told them. "Would you be the happy couple for us? Escort me and Vanya into the church?"

"Of course we will. Won't we, Chuck?"

"Of course," Chuck agreed.

The next evening everyone clapped as Chuck and Blair won the balloon contest. They celebrated by sharing a kiss, causing more clapping and laughter. Lily and Rufus had tied with Serena and Nate for second place, their balloons popping as the same time.

Blair was just finishing getting ready for the wedding when she saw Chuck in her mirror and smiled. He held up a box as she turned around. Inside was an elegant necklace. She turned back to the mirror and held her hair up so he could place the necklace for her.

Once it was fastened she turned in Chuck's arms and kissed him. "Thank you. It's beautiful."

"_**You're**_ beautiful," he corrected. "But I'm glad you like it."

"Thank you for doing this wedding."

"I'm just paying for it. You, Eleanor, Serena, and Jenny are doing all the work. Besides, I know how you love a wedding."

"I do," she agreed.

They both froze for a second at her saying those words when discussing a wedding. Neither could imagine marrying anyone else, but they'd never discussed their own future marriage – though neither doubted it would happen. It was too soon. And Chuck's words from the year before echoed silently between them.

"_**Stop trying to play the wife."**_

"I'm sorry," he whispered, knowing she'd understand what he was talking about.

"You've already apologized, and I've forgiven you. It's in the past. Today is about Dorota and Vanya's future. We have time to work out our future," she reassured him, then gave him a quick kiss.

Sadness flashed in Chuck's eyes. Lily, most likely, had no future. When he eventually married Blair the chances of Lily being there were slim to none. Same for when Serena and Nate got around to getting married. He pushed the thought away and focused on Blair. Today was a day to celebrate, not mourn. There would be time enough for that later.

As they listened to Vanya answer every question about Dorota perfectly, and finally explain why he loved her Chuck stood beside Blair, his arm around her waist. He liked this game, and decided he and Blair would do it later, in private. She could ask the questions, then perhaps she'd let him ask the questions. This was a game they could play that would likely help their relationship, rather than damage it.

"The happy couple," Cyrus called. Blair and Chuck stepped forward, smiling, happy and obviously in love.

"Are you happy?" Chuck asked in a quiet voice,

"Very happy," Blair assured him. "You?"

"Never happier," he replied, kissing her cheek.

Chuck moved to join Vanya as Blair moved to stand with Dorota. The rest of the wedding went beautifully.

As she listened to Dorota and Vanya say their vows she couldn't help but wonder if this would be the last wedding she'd ever attend. Or if she dated hope the treatments would work so she could attend Serena's wedding to Nate, or Charles wedding to Blair.

As he danced with Elliott, Eric happened to see Chuck smirking at him. Once the dance was over he excused himself for a moment and went to Chuck, glad Blair was busy chatting with Dorota and Serena.

"You knew. Your knew he liked girls _**and**_ boys," Eric accused.

"Yes," Chuck admitted, with no remorse in his tone.

"Why didn't you tell me?"

"You didn't ask, little brother. And I have to admit it was fun watching you squirm knowing it would work out in the end. If' I'd thought it wouldn't – that he only liked girls – I'd have warned you," Chuck promised.

After a heartbeat Eric nodded. If Chuck had thought he was setting himself up for a heartbreak Chuck would have warned him. But knowing how it would end Chuck had just watched the game play out. He'd let Eric make his own decisions instead of pushing him towards Elliott.

"Now I'd suggest you get back to your new boyfriend," Chuck said, before going to join Blair.

That night, as they lay in bed with Blair's head on his chest she asked him questions about herself and was very pleased when he got every one right. Then he asked her questions and wasn't surprised by her answering them all perfectly. It seemed to remind both of them how well they knew each other and accepted each other.


	5. Got hope?

A/N: Again, thanks for the reviews. Not my favorite chapter, but… hope it isn't too bad.

Chapter 5

"Mr. Bass," Arnold Thatcher, the hospital Director, greeted as he shook hands with Chuck.

"Mr. Thatcher," Chuck returned.

"Please, have a seat," Thatcher said, moving behind his desk to take his own seat.

"I have a request to make, on behalf of my mother," Chuck began.

"Of course, anything we can do to make her time with us more comfortable."

"Her time with you is exactly what this is about. She'd rather spend her time at home, and receive the IV drug treatments she needs in the comfort and privacy of our home, not here in the hospital." He paused and held out a paper.

Thatcher quickly scanned it. It was a statement, sign by Dr. Anderson, Dr. Kazata, and Dr. McKennon stating that at least one of them would be present for all of Lily's treatments.

"I would, of course, be more than happy to compensate the hospital for this… kindness, to my mother," Chuck added smoothly, pulling out a check book. "One million dollars seems fair?"

Thatcher gulped, his mind racing. He knew if he refused Chuck would most likely check Lily out of his hospital, and into another one that would give him what Lily wanted. And trained doctors would be with Lily… It wasn't as if he'd be endangering her… He nodded.

Chuck hid his smirk as he filled out the check.

"If I may, Mr. Bass. I had a question…"

"Of course."

"You called Mrs. Bass-Humphrey your mother, but a month or so ago I saw pictures of you with your mother… Evelyn. I was just curious…"

Chuck froze for a heartbeat. "You recognized the woman who was with me? How?"

"I handled a few of her pre-natal visits and assisted in the delivery room. That woman photographed with you was your mother – or her identical twin."

Chuck handed over the check, careful to keep his expression and voice controlled. "That woman may have given birth to me, but she was never my mother. Lily is my mother, and I need to go see her. Thank you, and have a good day."

Walking towards Lily's room Chuck passed the hospital chapel. It was empty and he stepped in, then leaned against the wall beside the door. Not to pray, but to gather his thoughts and compose himself before seeing Lily.

Elisabeth had lied yet again. Just one more lie among the many she'd told him. She was his… He cut the thought off, and corrected himself. She'd given birth to him. As the door opened and a woman entered, he hurried out. He needed to see Lily. He needed to see his mother.

As he entered Lily was sitting on the edge of the bed, and smiled. He managed to return the smile, but it didn't reach his eyes, and Lily saw how tense he was.

"If you could give us a minute," she told the doctors. They quickly left.

She held out a hand. He took it and let her draw him to sit beside her.

"What happened?"

"She lied – again. Elisabeth - Evelyn - whatever… She did give birth to me. When she was leaving she said she wasn't my mother. Though I guess that really isn't a lie," Chuck noted. "She isn't my mother, you are."

"She must have thought it would be easier for you to have her leave if you thought she wasn't your mother," Lily said, turning to wrap her arms around him. Her head rested on his shoulder. And he rested his head on hers.

A moment later she pulled back slightly and looked into his eyes. "I… I suspected, Charles. I didn't know, but the letter she left with those statements to get the Empire back… The way she said a few things made me suspect she really was your moth – she gave birth to you. I should have told you. I'm sorry."

"No, Lily, don't apologize. You were trying to protect me, and they were only suspicions."

"I still should have told you. Maybe I really did know and just didn't want to admit it. I'll admit I do sometimes seem to be the Queen of Denial." Chuck couldn't deny that, so he stayed silent. "I knew you hadn't taken time to really read her letter properly and realize what she was really saying in some places. And I really think she was only trying to protect you, as well. At least there at the end. That lie."

"Doesn't matter. I don't need her. I have you and Blair. Nate, Serena, Eric and too."

She noticed Chuck didn't mention Rufus, Jenny, or Dan, but didn't push the issue. "Yes, you do have us. Let's go home."

One month later…

"Thomas," greeted Wesley Everly, a member of the Bass Industries Board of Directors.

"Wes," Thomas, another member of the Bass Industries Board of Directors, returned as he sat down across the table.

"Did you hear the meeting tomorrow is cancelled?"

"Yes, I got Chuck's e mail. Poor Lily," Wesley said.

"So him rescheduling so many meetings doesn't bother you?" Thomas asked.

"Considering the reason, no. Now if he was cancelling to do drugs and women that would be different. He's spending time with his mother, being there for her treatments."

"She has, what, two other children?"

"Yes, but Eric is still in school for another week or so, and Chuck is the one whose taking the lead in this. I think it's very good of him. Impressive, in fact. And it's not as if Bass Industries is suffering."

"True," Thomas admitted. "Bass Industries is doing very well, especially given the economy."

"Have you heard how Lily's treatment's are going?" Wesley asked. "She didn't look well at the last meeting…"

Thomas shook his head. "I haven't heard anything."

The next day Chuck was with Lily meeting her doctors. Rufus, Serena, and Eric waited in the next room. She was gripping his hand tightly. Chuck ignored the pain. The physical pain meant Lily was still with him. The real, worse, pain would come when Lily was no longer there to grip his hand.

"The treatment doesn't seem to be helping significantly," admitted Dr. Anderson. Agreement was written on the faces of Dr. Kazata and Dr. McKennon, even though they didn't say anything.

Lily nodded, having already guessed that much. "Then I'm stopping treatment. It isn't helping, and it makes me so tired all the time. And I just don't feel well when I'm taking those medicines. If the treatment isn't going to help me I'm not going to let it ruin the time I have left. Thank you all, for your help."

"I'll make sure you all receive the appropriate bonuses," Chuck said, careful to keep his tone business like and hide the emotions he felt. He'd held out hope, slim but still there, that the treatment would work and Lily would be fine. That hope was now gone.

_**Gossip Girl here. The doctors are all gone, but Lily doesn't seem well. Looks like all the Bass money couldn't buy a miracle. Should be an interesting summer...**_

_**xoxo,**_

_**Gossip Girl**_


	6. Chapter 6

A/N: Thanks for the reviews. I feel better about this chapter…

Chapter 6

Chuck took a deep breath. He had to be strong for Lily; and Serena and Eric. A moment later the doctors had left, and the rest of the family came in. Nate kept his arm around Serena's waist, and Blair hurried to Chuck's side. Jenny and Eric stood close, gripping each other's hands. Dan stood with his father.

"So…" Rufus didn't know how to continue.

"The answer is what we knew it was. The treatments aren't working," Lily said. Rufus stepped forward and they hugged. Eric and Jenny rode home in the limo with Rufus and Lily. Chuck, Nate, Serena, Blair and Dan were in the second limo. Serena curled against Nate, while Blair simply held Chuck's hand in hers on her lap. She knew he was trying to be strong, and that he'd be more willing to accept any more obvious comfort later, when they were alone.

Chuck felt frozen inside, and the warmth of Blair's hands holding his provided the only warmth. In a way he welcomed the cold. It helped him keep his emotions in check. And in a strange way the cold almost made him feel closer to Lily – the Ice Queen. But to him she wasn't the Ice Queen, she was his mother. For the moment he held on to the cold, and the numbness it allowed. He'd let Blair's warmth comfort him later, when they were alone and he could afford to really feel his emotions and let them show.

"I'm worried about Charles more than the others, Lily admitted in a quiet voice that night, her head on Rufus' shoulder. Dan and Jenny will be fine. Serena will make it. She always does. Nate and Blair will take care of her. So will Charles. He'll also take care of Eric, and so will Serena and Jenny. But who will take care of Charles?"

"Blair will. You know that. So will Nate and Serena. They'll all help each other. Those four have been through a lot together. And they'll take care of Eric too," Rufus said. "And as much as I might hate the thought William might show up again for Serena and Eric."

"Hmmm," Lily mused, but said nothing. It did however give her an idea. Long absent – but living – parents could return…

A few days later, without the treatments, Lily actually felt better. Had more energy. "Now that Jenny and Eric are done with school, I think we should go up to the Hamptons," Lily noted as they were all eating dinner.

"Are you sure?" Rufus asked.

"Yes. I missed last summer up there. I want to go up as a family. You'll join us, Blair? Nate?"

"Yes, of course," Blair replied, smiling, from her seat beside Chuck.

"Sure," Nate agreed, from his seat beside Serena.

Lily turned and smiled at their final dinner guest. "You're welcome to join us as well, of course, Elliott."

"I'll talk to my parents," he said, then smiled at Eric, who smiled back.

Two weeks later Lily was sitting at her desk in the Hampton house and began writing.

Elisabeth,

First, I want to thank you for the statements you sent me. Charles was able to use them to get back the Empire, and soon Bass Industries. But know he hasn't forgiven you, and - despite my gratitude - neither have I. I hate you for what you've done to my son. For the pain you've caused him.

I'll admit I love it that he tells me, and others, that I am his mother, not you. I don't doubt his love for me, but I also know there is more to it. In denying that you are his mother he is attempting to deny the pain you've caused him. It doesn't matter that for 18 years you let him believe his birth had killed you, because you are not his mother. It doesn't matter that you reappeared only to use and betray him, because you are not his mother. But it does matter, and he does feel the pain.

Charles needs a mother. Unfortunately, in less than a year I will be gone, and no longer able to act as his mother. Charles gave you a second chance and you not only wasted it, but threw it in his face. I honestly don't know if he'll give you a third. But if you love him, take that chance. Risk the rejection. I believe that when you got to know Charles you did come to love him. Once I'm gone give him the chance to learn to love you again. You owe him that. It won't be easy to win his love and trust, but it will be worth it. I've learned that for myself. Give him, and yourself, another chance.

Once I'm gone come back to New York and be the mother Charles deserves. But not until I'm gone. Like Charles, I have investigators, and they have given me enough to destroy you. Return before I am gone and I will use it. I won't allow you disturb the little time I have left with my son. If you have any thought of hurting Charles again, I warn you against it. Once I am gone the information is going to Blair. You've met her, and therefore know that if you hurt Charles my simply destroying you will seem kind and merciful compared to what she will do to you.

Lillian Bass Humphrey

Lily sighed. As hard as that letter was to write the conversation she needed to have now would be even harder. But she had to have this conversation. She, of anyone, couldn't keep secrets from Charles now.

A short time later Chuck entered the room. "You wanted to see me?"

"Yes. Please," she said, gesturing to a chair. "I've written to Elisabeth."

"Why?" His voice was hard and cold enough to cause Lily to shiver in the summer heat.

"Charles, I love you. I want you to have a mother. You deserve that. Having her could make losing me easier…"

"Do you really think I could replace you with that bitch? That I would _**want **_to?" Chuck asked in disbelief and outrage.

"Charles," she scolded. "I hate that I have to leave Eric and Serena without a mother. But you… You don't have to be an orphan. You can have a mother – even after I'm gone – if you'll give her another chance. I know you loved the time you spent getting to know her. When she made the plan to betray you, she didn't know or love you. She does now. I'm sure of that - call it mother's intuition. I think if you give her another chance it could be good for you."

Chuck sighed, but remained silent. If thinking he'd reconnect with Elizabeth gave Lily comfort he wouldn't take that from her.

"I don't want to fight about this, Charles. I told you I'm writing her because I didn't want to keep secrets from you. I know you can't have that from your mother right now."

"Thank you, Lily. I _**do**_ appreciate that." He paused to decide how to phrase the next sentence. "If…" In his mind it was a huge if. "If she shows up… We'll see what happens." Since Lily had been honest with him he refused to lie and promise to give Elisabeth another chance when he had no intention of doing so.

Lily didn't push the issue. "I'd like to talk with Blair. Could you ask her to come see me, please?"

"Of course," Chuck said, standing up. He kissed lily's cheek before leaving.

Blair arrived moments later . "Lily?" Blair said as she walked in.

Once Blair was seated Lily handed her the letter. Blair quickly read it, then looked up, confusion in her eyes.

"Chuck had Elizabeth investigated…"

"Yes. He investigated Elizabeth – not Evelyn Bass. Let's just say there are reasons she disappeared and Bart let her."

A speculative look came into Blair's eyes. She'd already guessed at an affair between Jack and Evelyn. Just as Jack had wanted to take her from Chuck, he'd have wanted to take Bart's wife from him. Not because he'd wanted or cared for Evelyn or her, but simply to take them from Bart and Chuck. But what else was in Evelyn's past? She was curious, but knowing she'd only get her answers once Lily was dead – hurting her lover and her best friend – she would happily leave that curiosity unsatisfied forever.

She focused back on Lily. "I don't think she'll show up, but if she does I'll watch for Chuck. I won't let you down, I promise."

"I know, Blair. I'm so glad he has you. And that Serena has you."


	7. An Unexpected Engagement

A/N: Okay, this isn't what I'd had planned, but the idea came to me. Not sure if it's good or bad, but I decided to go with it.

Chapter 7

For those in the Hampton House summer flew by all to quickly. Lily could swear she sometimes heard the ticking of a clock when she knew there was no such clock around. The time she had with her family was going by all too quickly. But she made the most of what time she had. And she made a point to spend time with each of the children individually. Including Jenny, who she felt needed some guidance and help after her brief affair with Damen.

Chuck sometimes had to go back to the city for Bass Industries or Empire business. After one such trip he joined Blair in the bedroom they shared.

"Hi. How was the meeting?" she greeted.

Instead of answering immediately, he kissed her deeply. She didn't mind, and returned the kiss.

"It went well," he finally answered, his arms around her.

"You seem tense," she noted.

He led her to sit facing each other on the edge of the bed. "There's something I want to talk to you about. To ask you… But I'm not sure how you'll take it."

"Jack is back?"

"No," he quickly reassured her. "You know I love you. I want us to have a future together."

"Yes…" Blair replied, getting nervous. He'd said he wanted a future together, not that they would have one… Was he going to break up with her?

He gave her a quick kiss then pulled a small box from his pocket. Opening it, he showed her the diamond ring inside. "Blair Waldorf, will you marry me?"

"Chuck… This is…"

"I know. But… Please let me explain."

She nodded.

"I love you. I can't even imagine myself ever marrying anyone else. That's why I want to marry you. I know this is too soon. A lot too soon. But Lily… It would make her so happy to have us engaged. To know our future was settled. We'll have a long engagement… As long as you want… I want to marry you because I love you. I'm asking now because of Lily," he finished.

She was silent for a moment. This would make so many people happy – including her - and at a time when they all needed some happiness. "I love you too, and yes, I'll marry you, Chuck," she said, holding out her left hand. He slid the ring on her finger, then kissed her.

"Thank you, Blair."

She stared at the ring for a long moment. It wasn't the Vanderbilt ring she'd once dreamed of wearing, but it was exquisite. Large, of course, but still tasteful. And she'd grown and changed a great deal from the girl who'd dreamed of the Vanderbilt ring. The ring her best friend would one day wear. She turned her attention back to her new fiancée.

"It is going to be a long engagement, Chuck," she said. "We both need the time. And there is no way we are getting married within a year of Lily… It wouldn't be right."

He nodded in agreement. A marriage was a celebration of love, and he didn't think he'd be in any mood to celebrate for a long time after Lily left them. It would give them the perfect excuse to have the long engagement they both knew was for the best.

"Thank you. I love you," he said, standing up and keeping her hand in his.

"I love you too, Chuck," she said, and kissed his cheek bore they left the room.

Chuck was pleased that everyone was gathered, almost ready to start dinner, when they got downstairs. He smiled. "We have an announcement. Blair and I… are engaged."

"What?" Nate asked in shock.

"Oh my God," Serena said, hurrying over to wrap Blair in a hug.

"Congratulations," Eric told Chuck, understanding in his eyes. He and Chuck had discussed the plan, so he was the only one not surprised.

Lily was beaming. "Oh, Charles," she said, hugging him. "I'm so happy for you."

"Thank you, Mom," he replied.

Then Lily hugged Blair. "Thank you. This is the most wonderful news."

"Congratulations, Chuck," Rufus said, shaking Chuck's hand, as Jenny and Blair shared a brief hug.

"Man, give me some warning next time," Nate said, grinning at his best friend.

"There isn't going to be a next time for me getting engaged, Nathanial," Chuck responded.

"So when's the wedding?" Serena asked. She wondered if they planned to do it quickly, while Lily was still alive, or to make it a long engagement and marry after Lily was gone.

"We just got engaged, give us some time to make plans. This isn't going to be some quick scandalous affair," Blair said.

They all went in to dinner. As they ate Chuck was pleased to see that everyone was happy. Especially Lily, who was happier than he'd seen her in months.

The next day she arranged a private conversation with Chuck at pool side while the others were swimming.

"I'm very happy about the engagement, Charles. I am. But did you do this because of me?" Love and concern were in her voice and eyes.

"I love Blair and want a future with her," Chuck replied.

Lily raised an eyebrow.

"Yes, I asked sooner than I'd planned - a lot sooner, to be honest - because I wanted you to be happy, and at least see and celebrate the engagement…" 'Since you won't be able to be here and celebrate the wedding,' went unsaid. But a lot of things were going unsaid lately. Yet, a lot of other things that wouldn't have been said before were being said, because everyone knew there wouldn't be time to say them later.

She reached over and took his hand. "Thank you. Serena and I will plan an engagement party for you. Don't worry, I'll let Serena do most of the work," she added. "I am very proud of you, Charles. You've grown up a great deal in the last couple years. The boy at my wedding to Bart wouldn't be doing what you are. What you have done since I got sick. I'm very lucky to have you as a son, and Blair is very lucky."

"I'm the one who's lucky you've both forgiven me for things I've done," Chuck countered.

"We all need forgiveness, Charles."

"Please don't worry about Blair. You know how I was, but I've been faithful to Blair, and I will keep being faithful to her."

"I don't doubt that. You aren't the playboy womanizer you used to be. Please just take care of Serena and Eric… And Jenny. I'm a bit worried about her."

"I know. But she's already been down the rabbit hole. I don't think she'll go down again," Chuck reassured Lily. He actually was concerned she might go back down the rabbit hole, was wasn't going to cause Lily any more worry.

"Chuck! Get in here!" Serena called from the pool. A moment later Chuck joined the others in the water.

_**Spotted: A major piece of ice on B's ring finger. And we all know who put it there. **_

_**Looks like a royal wedding is in the works. Who would ever have imagined that the Dark Prince would be the one to win the Queen? Or that Chuck Bass the Upper East Side's most notorious womanizer would ever settle down? **_

_**The engagement party is going to be The Social Event of the year. No announcement yet, but you can bet your trust funds it will be held at the Empire. **_

_**You know you love me,**_

_**xoxo,**_

_**Gossip Girl**_


	8. Chapter 8

A/N: Thanks for the reviews. Hope you like this chapter.

Chapter 8

The Empire's Ballroom glittered as people entered for the engagement party. The most important figures of the Upper East Side were present. The presence of Nate and the Vanderbilt's meant more than a few political heavy hitters were present as well, though Tripp was conspicuously absent. Lily and Serena had refused to invite him, and Chuck and Blair had been very happy to agree to the omission.

Chuck, splendid in his tuxedo, stood beside a radiant Blair. She was, not surprisingly, wearing a Waldorf Original that her mother and Jenny had designed for the occasion. It was a deep purple, in honor of Chuck's favorite color. Lily wore a lilac colored dress, while Serena was wearing deep blue. Jenny was in an emerald green dress that she'd designed and made for the party. Rufus, Nate, Eric, and Elliott were also in tuxes. Chuck smirked as he saw Eric blush at something Elliott whispered in his ear.

As Serena pulled Blair away, Chuck turned to Lily. "Thank you for this party. It's perfect."

Lily smiled. "You're welcome. You know I was happy to do it. And don't forget to thank Serena. She did a lot of the work." She paused for a beat. "Thank you, Charles. This means a great deal to me. I know you and Blair need the long engagement - I've very proud of you both for being smart about that – but I'm so happy I can be part of this engagement and celebrate it with you. I needed something to celebrate and be happy about."

"I know," Chuck said quietly, so only Lily would hear him. "I think we all did." He paused and gave his trade mark 'I'm Chuck Bass' smirk. "And it's not like this was completely selfless. I get Blair – and a great party. You know how I love a great party."

Lily rolled her eyes. "I'm glad you're happy, Son."

They were silent for a moment, then Blair returned with her father, who'd flown to New York with Roman for the event. They talked for a few moments, then a new dance was ready to begin. Harold turned to Blair. "Dance with me, Blair-Bear?"

"Of course, Daddy." She smiled and happily let him lead her to the dance floor, as Chuck turned to Lily and extended his hand.

"May I have this dance, Mother?"

"Of course, Charles."

As the happy couple and parents entered the dance floor it quickly cleared of other dancers.

Since they'd all grown up in Society, all four were talented dancers, and moved gracefully across the floor.

"I'm so happy you're here, Daddy," Blair said, smiling up at him.

"So am I, Sweetheart. I'd never miss this. It looks like you're going to get your fairytale after all."

"I will. But I'm glad we're not rushing into the wedding. We're both young, and besides, I'm enjoying being engaged," she admitted. "Chuck is spoiling me more than ever."

Harold chuckled.

Lily and Chuck remained silent as they danced. Lily let her imagination free for a moment and allowed herself to dream this was the wedding reception, and she and Chuck were dancing at his wedding. She shut for eyes for a moment as she got lost in the fantasy, trusting Charles to lead her in the dance – which he easily did. A moment later she opened her eyes.

"This is how I'm going to remember you," he said. "Happy and smiling and dancing."

"Good. That's how I want you to remember me," Lily replied. "Or Mother's Day."

Chuck frowned a little. She'd been so tired, and feeling bad from the treatments she'd been on, that they'd not been able to do much. Then he thought about the family brunch they'd all had.

FLASHBACK

Lily had been tired, but happy. And she'd loved the gifts, but the best one hadn't been any of the extravagant things they'd bought her. It had been Chuck saying, "I love you, Mom," and giving her a hug and kiss on the cheek. She was used to it from Serena and Eric, but from Chuck it had been a special moment since he rarely showed such genuine love and affection in front of others.

She'd also used Mother's Day to force a promise from him. She felt a little guilty for manipulating him, but since it was for his own good…

"I want you to promise me something, Charles."

"Anything. You know that."

"Promise me that when I'm gone you won't behave as you did after Bart died... I want you at my funeral, sober enough to stand on your own and speak without slurring your words. I understand if you need a couple scotches; but a couple glasses, not bottles. And no running off to some foreign country. You need to stay here with your family… And they need you. Promise me, Charles…"

He sighed. "I promise, Lily. I'll stay sober and with the family. Only a couple scotches a day. I'll take care of the family and our companies."

She smiled at him calling them 'our companies'. Hers and his. No longer Bart's. She trusted Chuck to keep his promise, and knew that trust is why he would keep the promise. He wouldn't want to disappoint her. He'd lived down to Bart's worst expectations, but would live up to her best expectations.

END FLASHBACK

Eventually the dance ended. The next dance Blair was partnered by Roman, Lily danced with Eric, and Chuck partnered Serena while Jenny danced with her father.

The next night Elanore and Cyrus hosted a dinner for the families and wedding party – though the only member of the wedding party not in the family was Nate – Chuck's Best Man. Eric was the Groom's Man. Serena was, of course, Blair's Maid of Honor, with Jenny as Bride's Maid.

"I'm very proud of you, Chuck," Harold said, having pulled the younger man aside for a private chat. "You've gown up a lot in the last few years and become a man I'll be pleased to have as a son in law."

Chuck was so unused to the feeling of fatherly approval that he wasn't sure what to say. He finally managed, "Thank you. I'll take good care of Blair."

"I know you will," Harold said.

A few days later Elisabeth received a large manila envelope. She tore it open to find the 8x10 glossy photos she'd paid a photographer at the engagement party to send her.

The first was Chuck and Blair with their friends. She smiled seeing Blair dressed in Chuck's favorite color. He looked happy. Then a few photos of Blair and Chuck dancing - both lost in each other. Even from the still photos she could imagine how perfectly and gracefully the couple moved together.

Then a shot of Blair and her father dancing. Given Blair's dark hair – so like her own – it reminded her of dancing with her father at her engagement party and wedding reception. She smiled at the memory of happier, simpler times.

The next photo brought her solidly back to the present, and caused mixed emotions. Chuck and Lily dancing. In this shot it was his face that showed. He was smiling happily at his mother, an expression of love and devotion on his face. She was glad he was happy, but also painfully jealous of Lily. Yet, she knew it was her own fault. If only she hadn't betrayed her son for his Basstard uncle she might have been the one dancing with Chuck, seeing that expression as he looked at her. Guilt and regret poured through her veins like acid. She stared at the image for long minutes before finally going to the next one.

It was another shot of Chuck and Lily dancing, this time showing Lily's face. She was smiling down at her son with affection and love. Elisabeth wished that she hadn't forfeited her right to be there looking at her son that way. So many mistakes in her life and the worst all involved, and hurt, her poor son. It was a strange comfort knowing that Chuck at least had Lily. Had a mother who loved and cared for him better than she ever had. She moved to the next picture.

The next pictures were Chuck dancing with Serena then Jenny and then Blair again. Other pictures focused more on the other guest. William Vanderbilt. Bass  
Industries Board members. The Mayor and Governor. All the most important people in New York.

She noticed that Chuck and Blair were together in most pictures. Though in some Blair seemed to be off with Serena or her own family. Chuck was with Nate in some pictures and others showed him and Lily talking to guests together.

Just to remind herself of her mistakes she framed the two pictures of Lily and Chuck dancing.


	9. Chapter 9

Sorry this chapter took so long. Next one is the last chapter and should be up soon. Thanks for the kind reviews, reading this story, and marking it as a favorite.

Chapter 9

Lily's health began to deteriorate very quickly as fall progressed. Just over a week after the party they were holding a small party for Lily's birthday. It was a bitter-sweet affair as they all tried, and failed, to forget this would be her last birthday.

Elanor's gift had been gift certificates for her, Lily, Blair, Serena, and Jenny to spend a long weekend at an exclusive spa just outside New York.

Finally all the gifts had been opened, but Lily sensed it wasn't over. "There are a few more things we've arranged, Mom. Not technically gifts, but we think you'll like them," Eric said.

"I get to announce the first one," Elanore said. "You've always enjoyed fashion, and set a high standard; so beginning next year New York Fashion Week will include a 'Lillian VanDerWoodsen Award'. The judges will be myself, Jenny, Serena, and Blair. It will be awarded for elegance and beauty, rather than following the latest trend."

"Thank you, Elanore. And you girls," she said, smiling at them.

Eric spoke next. "There's also the new Lillian Humphrey Art Gallery. A place where talented new artists can have a chance to show their work in a more up scale setting and to more wealthy patrons than they normally would be able to." He paused and looked to Rufus. "We were hoping you would manage it…"

"Of course," Rufus quickly agreed. "I'd be honored." Lily was pleased by the name, honoring her marriage and love for Rufus.

Serena spoke next. "And since you think education is so important, there are also four new Lillian Bass scholarships. The Design Scholarship, the Art Scholarship, the Music Scholarship, and the Business Scholarship."

Lily smiled. All the things she loved and that mattered to her. Fashion, art, music, and business. And all the last names that had truly mattered to her. For fashion, the VanDerWoodsen had been right, but for art Humphrey was the right name to use. And for business, Bass was the only real choice.

"The design scholarship gets to attend Fashion Week with Serena and I," Blair added.

"We were thinking the art scholarship could include having a show at the Art Gallery," Eric said, looking to Rufus again.

"Great idea. I could also make some introductions in the music business for whoever has that scholarship."

"We were hoping you'd say that," Chuck said. He looked back to his mother. "The business scholarship will include an internship at Bass Industries."

"It's your legacy, my dear," Elanore said, proud of the children. She was the only 'adult' they'd involved, since they'd needed her connections in the fashion world.

"No, Elanore. I love it, but it isn't my legacy. My children are," she said, smiling at them. "I can't believe you all arranged all this."

"Chuck did a lot of the actually legal and financial work," Eric noted, smiling at his brother. He'd enjoyed the time they'd spent together working on the projects.

"You mean my employees did," Chuck said.

"I'm sure it took a lot of work from all of you. It's very thoughtful," Lily said.

They each took a turn to come over and hug her.

One morning in late September Chuck and Blair were in his office, as he assistant showed in the (Less Than) Honorable Reverend Peter Stone.

"Thank you for meeting me, Mr. Bass. Miss Waldorf. My congratulations on your engagement. As a man of the Church I'm always happy to see two young people approach the holy alter of marriage."

"You said you might be able to help my mother," Chuck cut to the point.

"Yes. If you'll dedicate yourself to God, He may spare Lily," Stone replied.

"You mean if I give you a large donation from the Bass fortune you'll pray for her," Chuck corrected.

"I, and my entire congregation. I have a few who are known for their faith healing."

"Let's see how strong your faith is, shall we?" Blair said.

"If you, or one of your faith healers, cure Lily I will make you, and them, very rich. You wanted $25 million. I'll give you $100 million. But there is a condition. If you make this deal and don't heal her, I will destroy you, your supposed faith healers, your church, and your family. Your teen age daughter's sex tape will be made public. I'll ensure she's the next big internet hit."

"There is no tape… You wouldn't… She'd never… You're engaged… You haven't left New York…" Stone stammered, trying to find all the reasons this couldn't be true.

"It's true I won't leave my mother right now. And, as you pointed out, I'm engaged. But really, why would I go after your tramp daughter, when I have Blair," he said, giving Blair a slow, appreciative once over. "That's what I hire people for. Blair, Darling…"

She picked up the remote, and turned on the large TV on one wall. "I forwarded it to the good part," Blair noted, as the undressed teen age girl and her companion came into clear focus.

Stone instantly recognized his daughter.

"Stop! Please…."

Blair turned the recording off.

When Chuck spoke his voice was scathing. "Do you really think you're the first fraud who's approached me since my mother became ill? Who tried to take advantage of my desperation? Now, do you still want that deal?"

"No. No. Just don't hurt my daughter," Stone pleaded.

"Get out," Chuck said.

Once they were alone, Chuck sighed. "If you ever repeat that to anyone I _**will**_ deny it… This would surprise a lot of people, but I do actually believe God may exist. They say 'God is Love', and since I know love exists, maybe God does to, in some way. And faith healing might even be possible. But if it does, I don't think it comes with a large price tag and flashy show. More like Mother Teresa…."

Blair nodded. She understood that he now wanted to believe in God, since he needed to believe that Lily would exist in some sort of after-life. And she wondered if he hadn't always had some of that belief, hoping his birth mother – who he'd believed dead – was watching over him from Heaven. And Bart as well, since his death.

"I believe in the chance of faith healing because I've seen it. Lily believed in me, and you believed in me, and a lot of the wounds my father inflicted on me growing up were healed because of that - because of your faith in me. The scars are still there… always will be, but so is the love you and Lily gave and taught me."

Blair took his hand and raised it to her lips. "That's very sweet, Chuck. I won't tell anyone, but I think Lily would like it if you told her… And you healed me too, Chuck. Sure, the therapist did a lot to help with my bulimia, but you believed I was beautiful and perfect. I needed someone to believe that, and you did. You're the reason I don't relapse. When I see how you look at me, I fell beautiful, and don't have to purge like I used to."

"I'm glad, Blair. You are beautiful, and I love you."

They kissed, then Chuck suggested, "Let's get back to Lily."

Since Lily's door was open, they walked in. Always pale and thin, she was now even more so, as the sickness took its toll. She smiled in greeting and took in the pleased smirks. "Care to tell me why you look like a pair of cats who've just gotten a whole flock of canaries?" she asked, her voice weaker than it had once been.

"Just the one. But he was a good one," Blair replied, smiling; hoping to keep the mood light.

"You know how much more I enjoy scheming when I get to share with my partner in crime," Chuck added.

"Fiancee, Charles. Please refer to her as your fiancée, not your partner in crime," Lily pretended to scold.

"Whatever you say, Mother," he replied.

"I'm going to see Serena," Blair said, heading down the hall to Serena's room.

Chuck moved to sit on the edge of the bed, facing Lily. He gave a sanitized version of his dealings with the Reverend, then a full account of his conversation with Blair. "It's meant a lot to have you believe in me, Lily. Especially when I'd never really given you a reason to. Thank you, Mom. I wouldn't be the man I am now without you. I don't think I'd have Blair without the influence you've been on me."

"Oh, Charles. I just wish you'd had someone to believe in you sooner. How could I not care about the hurt boy I met, who tried so hard to hide his pain. And after Bart… You were so broken. So lost. I was so happy when you let me adopt you so we could save your company – our company," she corrected, knowing how strongly he felt about it being theirs. "And I don't know that I ever thanked you properly for saving me from Jack that night…"

"I should be thanking you for giving me an excuse to hit him. I enjoyed it. I'm just sorry he attacked you, and glad I was in time. I wish… I wish I could save you again."

"I know, Darling. So do I."

They talked until Lily began to tire, as she did so easily. Chuck stood up and kissed her cheek. "Get some rest. Eric and I are heading out for the evening. Serena and Blair are staying in, though. They'll be here," he assured her.

It had become a habit that every couple weeks Eric and Chuck, and sometimes Nate, would go out for a 'Guys Night'. Other times Serena and Blair, and sometimes Jenny, would go out for a 'Girls Night'. Lily had encouraged it, saying they still needed to get out and enjoy life, even if she was sick.

"Thank you for taking such good care of Eric."

"Of course. He's my brother. Rest."

She closed her eyes, and Chuck slipped from the room.

A/N: Okay… So I know they've never death with any of Chuck's possible spiritual beliefs on the show, but Bart's funeral was at a church, and I could see him (or a Nanny) maybe taking Chuck as a boy – of only for appearances. I thought losing his mom might force Chuck to really think about what he believed about what happens after death, and therefore abut God… Hope it wasn't to out of character.


	10. The End

A/N: Okay, so final chapter. Sorry it's taken so long to post. I still not happy with it, but can't think how to fix it…. Thanks for the kind reviews and staying with this story.

The family was gathered around Lily's bed, as the doctor and nurses hovered in the background – waiting until they were needed.

Lily looked at the faces surrounding her. It was time to say her final good byes. She could feel it. She hated it.

She looked at Nate first, standing with his arm around Serena's waist. "Take care of her for me. I think you might be the only one who can."

"I will," he promised.

Then she looked to Blair. "You'll be a beautiful bride. Thank you for everything you've done for Serena and Chuck. I'm glad you're part of this family."

"So am I," Blair replied, tears falling down her cheeks.

She smiled at Rufus. "I love you. Always."

"I love you, Lils," he managed. "Always."

Next she looked at Chuck. "I am so proud of you. And I'm trusting you to keep your promise."

"I will, Mom," Chuck said. "Thank you for being my mom. For… everything. I love you."

"And I love you, Charles. You're my son."

She then looked at Serena. "You're so much like me, yet so much your own person. Be happy, Serena. That's all that matters. Be happy."

"Okay. I'll be happy… but I'll still miss you."

"I love you."

"I love you, Mom."

Lily looked at her youngest child. "I'm sorry I have to leave you so soon, but you aren't alone. Let your family take care of you… and always remember I love you."

"I will, Mom. I love you, too," Eric replied.

Moments later Lily's eyes drifted closed, and never opened again.

As the doctor and nurses took care of things Serena buried her face in Nate's chest. Jenny came in and hugged Eric before going to her father. Blair began making certain required phone calls – to keep her busy until Chuck and Serena needed her. Chuck wrapped an arm around Eric's shoulders, and the two brothers stood silently together, taking comfort from each other. Tears rolled down Eric's face, and a few even escaped Chuck's eyes.

That night the tears flowed more freely as Blair held Chuck. She stayed awake until she was sure he'd fallen into an exhausted slumber. She then let herself sleep, knowing that this time she wouldn't wake up to a note. Chuck would still be with her – and his family. He'd only had two glasses of scotch. One at Lily's, and one just before bed.

The mourners had left the cemetery. Only the family and a few close friends remained at the grave. Rufus finally looked up. "People will be at the condo soon. We should be there…"

"I want to stay a while longer," Serena said.

"I'll hostess and take care of it. Don't worry," Jenny said.

Serena managed a slight smile of gratitude. Jenny had matured a lot over the last several months and Serena knew she'd be fine acting as hostess for a while.

Once Rufus, Dan, Vanessa, and Jenny left, Chuck looked down at Blair and kissed her cheek. "Give us a minute?" he requested softly.

"Love you," she whispered, dropping her arm from his waist as he removed his arm from her shoulders. She took Nate's hand and led him away. Elliott squeezed Eric's hand, then followed the other's a few feet away from the siblings. Serena stood in the middle, holding Eric's hand on one side and Chuck's on the other. She didn't even try to stop the tears that flowed down her pale cheeks.

As he went to bed that night, Chuck had his usual glass of scotch. He'd had one before the funeral, and one at the wake. But he didn't think three glasses, so spaced out, (not to mention on the day of the funeral) was breaking his promise to Lily. The rest of his life, Chuck never had more than 3 glasses of scotch a day.

It was late that night when Elisabeth's phone rang. The caller ID gave Blair's name – her and Chuck's numbers still programmed in from Elizabeth's time in New York almost a year ago.

"Blair?"

"What did you think you were doing showing up today? I know Lily asked you to come back, but at her funeral?" Blair's tone was low, but furious. "I'm tempted to use what Lily gave me and ruin you just for that idiocy."

"I know it was foolish. I'd planned to stay in the car and just see him from a distance, but then I saw the pain he was in and I was walking towards him before I even thought about it," Elisabeth explained.

The line was silent for a long moment. "If you want a chance with Chuck I suggest you listen to me very carefully. I hate to admit it but your approach last time was perfect – dropping clues and letting him come to you. He likes to be the one doing the chasing. Don't push. Don't approach him. I'll tell you the events we're attending and other public places Chuck will be. Be in those places, but don't talk to him. Let him see you, and talk to you when he's ready. Just let him know you are there if he wants to talk to you."

"All right. But won't he wonder how I always show up?"

"If he asks, I'll tell him. I'm not going to lie about this or keep secrets."

"You've read what Lily had on me?"

"Yes, I have… Chuck hasn't. But again, if he asks I will show him," Blair warned.

"Do you think he'll ever give me another chance?"

"I'm not sure. Lily wanted him to, and he hated to disappoint her. Of course, she's gone now; but he might consider it her 'last request' and honor it. I'm not going to push him one way or the other."

"Aren't you pushing him one way by helping me?" Elisabeth asked.

"No. Just making sure he has the option to talk to you if he wants it," Blair replied.

"Still, thank you… For taking care of my… of Chuck."

"I'm not doing it for you," Blair said and hung up.

A year and a half later Elisabeth was at Chuck and Blair's wedding – as a guest, not Mother of the Groom. Chuck made very sure that place was conspicuously vacant. He built a relationship with Elisabeth, but always called her Elisabeth - never Mom. Though he did relent and call her Grandma Elisabeth for his children – Lillian Audrey Bass and Harold Eric Bass. Little Lily was a bit jealous that Harold got to know Grandpa Harold when she didn't get to know Grandma Lily; but Daddy, Mommy, Uncle Eric, and Aunt Serena told great stories about Grandma Lily.

The End


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